First Commonwealth Financial Corporation
2007-2009 LONG-TERM CASH INCENTIVE PLAN
This 2007-2009 Long-Term Cash Incentive Plan (“the Plan”) of First Commonwealth Financial Corporation (the
“Company”) is designed to enable the Company to attract and retain key employees of the Company and its subsidiaries and to
align the interests of such key employees with those of shareholders by promoting and rewarding the achievement of long-
range corporate performance goals. The Plan was approved by the Committee (as defined in Section 2) on April 10, 2007 and is
effective as of January 1, 2007.
(a) “Actual Award” means the actual award (if any) payable to a Participant for the Performance Period.
(b) “Award” means, as the context requires, an Actual Award and/or a Target Award.
(c) “Award Agreement” means any written agreement, contract or other instrument or document (including through
electronic medium) communicating a Target Award to a Participant.
(d) “Base Salary” means the base salary of a Participant as of the effective date of the Award Agreement; provided,
however, that if a Participant is promoted or otherwise receives an increase in base salary during the Performance Period, the
Committee may, in its sole discretion, prorate the Participant’s Base Salary for purposes of determining the Participant’s Target
Award and Actual Award under this Plan.
(e) “Board” means the Board of Directors of the Company.
(f) “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
(g) “Committee” shall mean the Executive Compensation Committee or other independent committee of the Board referred
to in Section 3 hereof.
(h) “Disinterested Director” shall mean a director who qualifies as an “outside director” for purposes of Section 162(m) of
(i) “Participant” shall mean an employee of the Company or any of its subsidiaries who is designated by the Committee.
(j) “Performance Goal” is defined in Section 5.